VAERG Commercial Decision Framework


The framework is designed for IC-level decision support and focuses on pricing architecture, margin structure, revenue durability and commercial risk.

The analyses are diagnostic in nature and do not include implementation or execution guidance. VAERG is engaged through a fixed transaction capacity allocation calibrated to the fund’s profile and deal volume.

VAERG’s four structured commercial mandates applied across the transaction lifecycle. Each mandate represents a defined evidence level within the same analytical system.

VAERG Outside-In

Screen any European target in 24 hours.

Position

Structured commercial framing under zero seller access.

Purpose

To assess whether a target warrants further engagement based solely on publicly available information and external signals, before any seller materials are available.

When it is used

Earliest stage of deal flow. Applied when evaluating inbound teasers, screening proprietary pipelines, or qualifying targets identified through sourcing. Before IM or initiating seller contact.

Input

Company name or registration number. European coverage (EU27+UK+CH+NO).

What the analysis delivers

  • A structured outside-in, early triage assessment based on 50+ public and commercial data sources, expressed through a calibrated verdict with investment reading.

  • Financial snapshot, market and commercial framing, competitive structure, governance signals, media and news sentiment, IP position, recruitment signals and external commercial signals.

  • All findings are inference-based and reflect signal strength from public sources.

Decision relevance

Used to screen deal flow at scale, deprioritise weak targets early, and define the right questions before committing time and resources to seller engagement.

VAERG Underwriting

(24h turnaround)

Position

Structural pre-LOI assessment under defined evidence constraints.

Purpose

To assess structural robustness and identify immediate fragility in pricing logic, margin structure and revenue durability before valuation is finalised.

When it is used

Ahead of LOI and early valuation decisions where only limited materials are available. Platform investments as well as add-ons.

Input

Teaser, IM, pitch material.

What the analysis delivers

  • A focused structural underwriting expressed through a calibrated commercial grade (A–E).

  • Identification of structural fragility, concentration exposure and economic breakpoints.

  • Assessment of narrative-to-structure alignment.

  • Base and break case framing.

  • A defined verification agenda for further evidence.

  • Findings are structural and diagnostic, not fully quantified.

Decision relevance

Used to clarify structural robustness and define commercial boundaries prior to valuation commitment.

VAERG Due Diligence

(3-5 days)

Position

Evidence-based commercial verification under expanded information scope.

Purpose

To stress-test valuation assumptions and management narratives against structured financial and evidentiary material.

When it is used

Post-LOI or ahead of indicative or binding offers. Applied when pricing architecture, margin durability, revenue concentration or commercial assumptions materially impact valuation.

Input

IM and management materials.Structured financial data (P&L and segment-level revenue splits).Outputs from CDD, CVDD or other advisor reports where relevant.Selected contractual material or data room documentation.

What the analysis delivers

  • Expanded structural mapping of pricing architecture and pricing power.

  • Margin quality and revenue durability assessment.

  • Cross-referenced verification of narrative claims against observable economic logic.

  • Explicit breakpoints defining where valuation assumptions fail.

  • Scenario framework outlining structural sensitivity under alternative outcomes.

  • Calibrated commercial grade (A–E) under defined evidentiary scope.

What it is not

VAERG Due Diligence does not replicate traditional commercial due diligence. It does not perform market studies, customer interviews or operational assessments. It verifies structural commercial integrity under evidentiary conditions.

Decision relevance

Used to calibrate valuation, bid structure and IC confidence by testing commercial truth under expanded evidence.

VAERG Value Audit

(5-10 days)

Position

Transaction-level economic truth based on observed behaviour.

Purpose

To replace assumptions with empirical commercial reality by analysing invoice-level transaction behaviour.

When it is used

Post-LOI with full data room access.During confirmatory diligence.During ownership to validate value creation assumptions.Ahead of exit preparation.

Input

Invoice-level transaction data.Customer and product masters.Pricing history and discount structures.Selected contract samples.Optional cost data where available.


What the analysis delivers

  • Executive economic truth and value bridge.

  • Pricing architecture reconstruction and verification.

  • Customer-level and product-level economics.

  • Indexation reality and elasticity signals.

  • Harmonisation potential and structural risk map.

  • Full inventory of addressable value pools without prioritisation.

  • All value attribution is visible at the lowest observable data level.

What it is not

VAERG Value Audit does not prescribe execution plans or customer-level action lists. It provides structural visibility, not operational consulting.

Decision relevance

Used to validate or challenge investment assumptions, quantify EBITDA reality and separate defensible value from aspirational upside.

Selected findings from recent mandates. 

Below are examples of where commercial narrative diverged from economic reality and where structural risk surfaced beneath headline claims.

"A growth story built on selective time windows."

Headline CAGR presented over an 18-month period implied acceleration. Longer-term financials showed materially lower growth. The apparent inflection was period selection, not structural momentum.

"A software-led narrative in a hardware-heavy reality."

The company was positioned as a software platform. Revenue composition showed 60% hardware-related streams. Valuation logic assumed SaaS multiples; economics reflected device lifecycle exposure.

"Margin expansion driven by mix and adjustments, not pricing power."

EBITDA uplift was attributed to “operational leverage.” Analysis showed expansion driven primarily by segment mix shift and material add-backs. No evidence of exercised pricing power was disclosed.

"“High stickiness” contradicted by churn precedents."

Management described decades-long customer relationships and high satisfaction. Documented churn events, polarised NPS data and active renewal risk indicated that switching costs were procedural - not structural.

"Backlog presented as proof of recovery without conversion visibility."

Record order intake was cited as evidence of future growth. No disclosure of backlog composition, margin profile, cancellation terms or delivery timing was provided. The forward case relied on unaudited pipeline mechanics.

"“Recurring” revenue that was not revenue-durable."

61% of revenue was classified as recurring. Contract terms, termination rights and renewal mechanics were not disclosed. Without GRR/NRR and enforceable commitments, the recurring label described accounting classification - not retention strength.